Common use of Indemnification by the Servicer Clause in Contracts

Indemnification by the Servicer. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Servicer agrees to indemnify each Indemnitee forthwith on demand, from and against any and all Indemnified Amounts incurred by such Indemnitee by reason of (i) any acts or omissions of the Servicer in its capacity as Servicer in breach of any of its agreements or covenants under any Loan Document or the transactions contemplated thereby, (ii) any breach of any representation or warranty of the Servicer contained in any Loan Document or in any certification or written material delivered by the Servicer pursuant to any Loan Document or (iii) any acts or omissions of the Servicer constituting bad faith, willful misconduct, gross negligence or reckless disregard of its duties under this Agreement or under the Loan Documents, excluding, however, Indemnified Amounts payable to an Indemnitee (a) to the extent determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct of such Indemnitee, (b) related to the nonpayment by any obligor of an amount due and payable with respect to a Collateral Asset or any change in the market value of any Collateral Asset, (c) related to any loss in value of any Cash Equivalent or (d) in respect of Taxes (other than Taxes that represent losses or damages arising from a non-Tax claim).